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Front Matter/EULA
iv
CAE EndoVR
PN: 165K400300
5. Non-Disclosure
5.1 Licensee agrees to keep this License and all Confidential Information obtained hereunder in strict
confidence, and shall only disclose same a) to Authorized Users solely for the Purpose and provided
such access to the Product conforms, at all times, to the terms and conditions governing the use of
the Product contained herein, or b) if required to be disclosed by law, and only to the extent of such
disclosure and limited to the purpose requested, with prior notice to CAE to permit it to seek an
appropriate remedy to prevent the disclosure, or alternatively to agree to the terms of such
disclosure.
5.2 The obligations of confidentiality, use and non-disclosure referred to in this Section shall not
apply to information which: (i) is or becomes publicly available through no fault of Licensee; (ii) was
already in the rightful possession of Licensee prior to its receipt from CAE; (iii) is independently
developed by Licensee, provided it is not, in whole or in part, related to the Product; and (iv) is
obtained by Licensee in good faith and on a non-confidential basis and without a use restriction from
a third party who lawfully obtained and disclosed such information. However, Confidential
Information does not come within the foregoing exceptions merely because features of it may be
found separately or within a general disclosure in the public domain.
5.3 Licensee agrees to be responsible for enforcing the terms of this Section Non-Disclosure and to
take such action, legal or otherwise, to the extent necessary to cause anyone having access to the
Confidential Information to comply with the terms and conditions set forth herein (including all
actions that Licensee would take to protect its own trade secrets and confidential information but
with not less than reasonable care). Licensee shall be responsible and indemnify, defend and hold
harmless CAE for any default caused by any such persons.
6. Irreparable Harm
6.1 Licensee acknowledges that the Software and Data constitute a special, irreplaceable asset of
great value to CAE, and that a breach, in any way, of any of Licensee’s obligations under Sections
License, and Non-Disclosure hereof would cause serious and irreparable harm to CAE which may not
be adequately compensated for in damages. If the Licensee breaches any of such provisions,
Licensee consents to an injunction being issued against it restraining it from any further breach of
such provision, without derogation from any other remedy which CAE may have in the event of such
a breach.
7. Warranty, Limitation of Liability
7.1 THE SOLE WARRANTIES PROVIDED BY CAE ARE LIMITED TO THE WARRANTIES PROVIDED IN THE
HEPGTC. ANY WARRANTIES PROVIDED ARE PERSONAL AND NOT TRANSFERABLE.
7.2 CAE’S LIABILITY SHALL IN NO CIRCUMSTANCES EXCEED THE LIMITATION OF LIABILITY INDICATED
IN THE HEPGTC. LIABILITY, IF ANY, SHALL BE SOLELY FOR DIRECT DAMAGES, NOT TO EXCEED ON A
CUMULATIVE BASIS THE AMOUNT PAID BY LICENSEE FOR THE PRODUCT.
8. Governing Law
8.1 This Agreement shall be governed by, subject to, and interpreted according to the laws of the
State of Florida, U. S. A., without regard to its conflict of law rules. In all cases, the Parties expressly
exclude and waive the application of the United Nations Convention on Commercial Agreements for
the International Sale of Goods (1980) (Vienna Sales Convention) as amended.